Obligation Boston Medica 7% ( US101137AE71 ) en USD

Boston Medica

100 % ▼

Etats-unis

US101137AE71 ( en USD )

7% par an ( paiement semestriel )

14/11/2035

Prospectus brochure de l'obligation Boston Scientific US101137AE71 en USD 7%, échéance 14/11/2035

/

/

101137AE7

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

15/11/2025 ( Dans 135 jours )

Boston Scientific est une société multinationale de technologie médicale qui développe, fabrique et commercialise des dispositifs médicaux dans les domaines de la cardiologie, de la neurologie, de la ventilation et de la chirurgie.

L'Obligation émise par Boston Medica ( Etats-unis ) , en USD, avec le code ISIN US101137AE71, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/11/2035

L'Obligation émise par Boston Medica ( Etats-unis ) , en USD, avec le code ISIN US101137AE71, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Boston Medica ( Etats-unis ) , en USD, avec le code ISIN US101137AE71, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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424B5 1 b57780b5e424b5.htm BOSTON SCIENTIFIC CORPORATION
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Table of Contents
PROSPECTUS SUPPLEMENT
Filed Pursuant to Rule 424 (b)(5)
(To Prospectus dated November 8, 2004)
Registration No. 333-119412

$750,000,000
$400,000,000 5.50% Notes due 2015
$350,000,000 6.25% Notes due 2035
We are offering $400,000,000 of notes due November 15, 2015, and $350,000,000 of notes due
November 15, 2035. We refer to the 2015 notes and the 2035 notes together as the notes. Interest on the notes
will accrue from November 17, 2005 and will be payable each May 15 and November 15, beginning May 15,
2006. We may redeem the notes in whole or in part at any time at the redemption price described herein.
The notes will be senior unsecured obligations and will rank equally with all of our other senior unsecured
indebtedness from time to time outstanding.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this prospectus supplement and the accompanying prospectus are
accurate or complete. Any representation to the contrary is a criminal offense.

Offering
Proceeds to
Price to
Underwriting
Us Before
Public(1)
Discounts
Expenses
Per Note due 2015

99.228%

0.650%

98.578%
Total

$396,912,000

$2,600,000

$394,312,000
Per Note due 2035

99.410%

0.875%

98.535%
Total

$347,935,000

$3,062,500

$344,872,500

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(1) Plus accrued interest, if any, from the date of original issuance.
The notes will not be listed on any securities exchange. Currently, there is no public market for the notes.
We expect that delivery of the notes will be made to investors through the book-entry delivery system of
The Depository Trust Company and its direct participants, including Euroclear and Clearstream, on or about
November 17, 2005.
Joint Bookrunners
Deutsche Bank Securities
JPMorgan
UBS Investment Bank
Senior Co-Managers
Banc of America Securities LLC

LaSalle Capital Markets

Merrill Lynch & Co.

Wachovia Securities
Co-Managers
BBVA Securities Inc.

BNP PARIBAS

Daiwa Securities America Inc.

RBS Greenwich Capital

KeyBanc Capital Markets

Lazard Capital Markets
The date of this prospectus supplement is November 14, 2005.
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You should rely only on the information contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other
person to provide you with other information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus
supplement is accurate only as of the date on the front cover of this prospectus supplement and the information in
the accompanying prospectus is accurate only as of the date on the first page of the accompanying prospectus.
You should also assume that the information contained in any document incorporated by reference herein is
accurate only as of the date of such document. Our business, financial condition, results of operations and
prospects may have changed since these dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Statements

S-3
Summary

S-6
Use of Proceeds

S-10
Capitalization

S-11
Ratios of Earnings to Fixed Charges

S-12
Selected Consolidated Financial Information

S-13
Description of the Notes

S-15
Material U.S. Federal Income Tax Considerations

S-19
Underwriting

S-22
Legal Matters

S-24
Experts

S-24
Where You Can Find More Information

S-24
Prospectus

Page
About this Prospectus
1
Where You Can Find More Information
2
Forward-Looking Statements
3
The Company
5
Use of Proceeds
6
Ratio of Earnings to Fixed Charges
6
Description of Debt Securities
7
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Description of Preferred Stock
16
Description of Depositary Shares
18
Description of Common Stock
22
Description of Warrants
24
Description of Stock Purchase Contracts and Stock

Purchase Units
26
Plan of Distribution
27
Legal Matters
28
Experts
28
S-2
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Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated herein and
therein by reference include forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such
forward-looking statements to be covered by the safe harbor provisions for forward-looking statements in these
provisions. These forward-looking statements may be identified by words like "anticipate," "expect," "project,"
"believe," "plan," "estimate," "intend" and similar words used in connection with, among other things,
discussions of our financial performance, growth strategy, regulatory approvals, product development or new
product launches, market position, sales efforts, intellectual property matters or acquisitions and divestitures. The
forward-looking information is based on various factors and was derived using numerous assumptions.
Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ
materially from those anticipated in the forward-looking statements due to a number of factors, including those
set forth below and elsewhere in this prospectus supplement and the accompanying prospectus. The factors set
forth below and other cautionary statements made in this prospectus supplement and the accompanying
prospectus should be read and understood as being applicable to all related forward-looking statements wherever
they appear in this prospectus supplement and the accompanying prospectus (including the documents
incorporated by reference herein and therein). The forward-looking statements contained in this prospectus
supplement and the accompanying prospectus (including the documents incorporated by reference herein and
therein) represent our judgment as of the dates of this prospectus supplement, the accompanying prospectus or
the documents incorporated by reference, as the case may be. We caution readers not to place undue reliance on
such statements. We undertake no obligation to update publicly any forward-looking statements for any reason,
even if new information becomes available or other events occur in the future.
Examples of forward-looking statements discussed in this prospectus supplement and the accompanying
prospectus (including the documents incorporated by reference herein and therein) include, but are not limited to,
statements with respect to, and our performance may be affected by:
Coronary Stents

·
Volatility in the coronary stent market, competitive offerings and the timing of receipt of
regulatory approvals to market existing and anticipated drug-eluting stent technology and other
coronary and peripheral stent platforms;

·
Our ability to launch our TAXUS® Express2TM stent system in Japan during the first half of
2007, and to launch our next-generation drug-eluting stent system, the TAXUS LibertéTM stent
system, in the U.S. during the second half of 2006 and to maintain or expand our worldwide
market leadership positions through reinvestment in our drug-eluting stent program;

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·
The continued availability of our TAXUS stent system in sufficient quantities and mix, our ability
to prevent disruptions to our TAXUS stent system manufacturing processes and to maintain or
replenish inventory levels consistent with forecasted demand around the world as we transition to
next-generation stent products;

·
The impact of new drug-eluting stents on the size of the coronary stent market, distribution of
share within the coronary stent market in the U.S. and around the world, and average selling
prices;

·
The overall performance of and continued physician confidence in our and other drug-eluting
stents and the results of drug-eluting stent clinical trials undertaken by us, our competitors or other
third parties;
S-3
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Table of Contents

·
Continued growth in the rate of physician adoption of drug-eluting stent technology in our Europe
and Inter-Continental markets;

·
Our ability to take advantage of our position as one of two early entrants in the U.S. drug-eluting
stent market, to anticipate competitor products as they enter the market and to take advantage of
opportunities that exist in the markets we serve; and

·
Our ability to manage inventory levels, accounts receivable, gross margins and operating expenses
relating to our TAXUS stent system and other product franchises and to react effectively to
worldwide economic and political conditions.
Litigation and Regulatory Compliance

·
The effect of litigation, risk management practices including self-insurance, and compliance
activities on our loss contingency, legal provision and cash flow;

·
The impact of stockholder derivative and class action, patent, product liability and other
litigation; and

·
Any conditions imposed in resolving, or any inability to resolve, outstanding warning letters or
other FDA matters, as well as risks generally associated with regulatory compliance, quality
systems standards and complaint-handling.
Innovation

·
Our ability to successfully complete planned clinical trials, to obtain regulatory approvals and to
develop and launch products on a timely basis within cost estimates, including the successful
completion of in-process projects from purchased research and development;

·
Our ability to manage research and development and other operating expenses consistent with our
expected revenue growth over the next twelve-months;

·
Our ability to fund and achieve benefits from our increased focus on internal research and
development and external alliances as well as our ability to capitalize on opportunities across our
businesses;

·
Our ability to develop products and technologies successfully in addition to our TAXUS drug-
eluting stent technology;

·
Our failure to succeed at, or our decision to discontinue, any of our growth initiatives;

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·
Our ability to integrate the acquisitions and other strategic alliances we have consummated;

·
Our decision to exercise options to purchase certain strategic alliances and our ability to fund with
cash or common stock these and other acquisitions; and

·
The timing, size and nature of strategic initiatives, market opportunities and research and
development platforms available to us and the ultimate cost and success of these initiatives.
International Markets

·
Increasing dependence on international sales to achieve growth;

·
Risks associated with international operations including compliance with local legal and
regulatory requirements; and

·
The potential effect of foreign currency fluctuations and interest rate fluctuations on our revenues,
expenses and resulting margins.
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Table of Contents
Liquidity

·
Our ability to generate sufficient cash flow to fund operations and capital expenditures, as well as
our strategic investment and share repurchase programs over the next twelve months and to
maintain borrowing flexibility beyond the next twelve months;

·
Our ability to access the public capital market and to issue debt or equity securities on terms
reasonably acceptable to us;

·
Our ability to incur a 24 percent effective tax rate, excluding certain charges, during the remainder
of 2005 and to recover substantially all of our deferred tax assets; and

·
Our ability to align expenses with future expected revenue levels and reallocate resources to
support our future growth.
Other

·
Risks associated with significant changes made or to be made to our organizational structure or to
the membership of our executive committee.
Several important factors, in addition to the specific factors discussed in connection with each forward-
looking statement individually, could affect our future results and growth rates and could cause those results and
rates to differ materially from those expressed in the forward-looking statements contained in this prospectus
supplement and the accompanying prospectus (including the documents incorporated by reference herein and
therein). These additional factors include, among other things, future economic, competitive, reimbursement and
regulatory conditions, new product introductions, demographic trends, intellectual property, financial market
conditions and future business decisions made by us and our competitors, all of which are difficult or impossible
to predict accurately and many of which are beyond our control. Therefore, we wish to caution each reader of this
prospectus supplement and the accompanying prospectus (including the documents incorporated by reference
herein and therein) to consider carefully these factors as well as the specific factors discussed with each forward-
looking statement in this prospectus supplement and the accompanying prospectus and as disclosed in our filings
with the Securities and Exchange Commission, or SEC. These factors, in some cases, have affected, and in the
future (together with other factors) could affect, our ability to implement our business strategy and may cause
actual results to differ materially from those contemplated by the statements expressed in this prospectus
supplement and the accompanying prospectus (including the documents incorporated by reference herein and
therein).
For additional information relating to these and other risks, uncertainties and assumptions, see
"Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Boston
Scientific Corporation" in our Form 10-K for the year ended December 31, 2004 (the "2004 Form 10-K"), as
filed with the SEC on March 16, 2005, our Form 10-Q for the quarter ended March 31, 2005, as filed with the
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